Alka Gupta
About Alka Gupta
Independent director at NBHC since 2021; age 55. MBA and B.S.; a Fortune 500 executive and tech entrepreneur with deep digital payments/transformation experience. Current roles include director at Dwolla and board chair at Digital Frontiers; prior public directorship at MoneyGram (2021–2023) and leadership roles at GlobaliD and eBay/PayPal .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MoneyGram International | Director; Compliance & Ethics Committee member | 2021–2023 | Governance/Compliance oversight |
| GlobaliD, Inc. | Co-Founder, former President and board director | Not disclosed | Led growth, team-building, product launch, first digital wallet customers |
| eBay/PayPal | Head of Strategy for eBay Marketplaces | Not disclosed | Built growth strategies in mobile commerce and cross-border payments |
| Fin Venture Capital | Venture Partner | Not disclosed | Fintech-focused investing |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Dwolla | Director | Current |
| Digital Frontiers | Board Chair | Current |
Board Governance
- Independence: The Board affirmatively determined all directors except the CEO are independent; Gupta is independent (February 2025 review) .
- Committees: Audit & Risk Committee (member); Compensation Committee (member); Emerging Technologies Sub-Committee (member) .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Shareholder voting (2025): Gupta re-elected with 34,442,269 votes for, 166,522 withheld; broker non-votes 773,332 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 (2024) | Paid quarterly, in arrears |
| Committee chair fees | None (Gupta is not a chair) | Chair fees: Audit $30,000; Comp/Nom-Gov $20,000 (for chairs generally) |
| Equity grant (restricted stock) | $120,000 grant date fair value (2024) | Annual grant made on day of Annual Meeting; 50% vests at 180 days, 50% vests immediately prior to next Annual Meeting, subject to service |
| Meeting fees/perquisites | No meeting fees; generally no personal perquisites; expense reimbursement provided | Directors eligible for Nonqualified Deferred Compensation Plan; Spring participated in 2024 |
| Total director pay (2024) | $195,000 | Cash $75,000; Stock $120,000 |
Compensation trend:
| Year | Cash ($) | Stock ($) | Total ($) |
|---|---|---|---|
| 2022 | $60,000 | $110,000 | $170,000 |
| 2023 | $75,000 | $120,000 | $195,000 |
| 2024 | $75,000 | $120,000 | $195,000 |
Performance Compensation
- NBHC’s director program uses time-based restricted stock vesting; no options or PSUs and no performance-linked metrics for directors. Annual grant structure and vesting terms as above .
- No individual meeting fees; predominately equity-based to align with shareholders .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict view |
|---|---|---|---|
| MoneyGram (NASDAQ: MGI; tenure ended 2023) | Public | Director (2021–2023) | Tenure ended; no current interlock |
| Dwolla | Private | Director (current) | Fintech adjacency; NBHC discloses related-party screening; no related-party transactions reported |
| Digital Frontiers | Private/non-profit (board context) | Board Chair (current) | No related-party transactions reported |
- Compensation Committee interlocks: During 2024, Compensation Committee members (including Gupta) had no relationships requiring Item 404 disclosure; none were Company officers .
Expertise & Qualifications
- Digital payments and fintech strategy; executive experience in mobile commerce and cross-border payments; venture/investing exposure .
- Degrees: MBA (Wharton), B.S. (Case Western Reserve University) .
- Board technology risk oversight: Member of Emerging Technologies Sub-Committee supporting Audit & Risk Committee on AI/cyber/technology risk .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 8,739 shares; less than 1% of outstanding |
| % of shares outstanding | ~0.0228% (8,739 ÷ 38,383,897), computed from reported shares outstanding |
| Unvested restricted stock | 1,795 shares (voting rights) |
| Options | None disclosed for Gupta (footnotes list options for certain others; Gupta footnote only shows restricted shares) |
| Pledged/Hedged | Insider Trading Policy prohibits hedging/short sales; pledging by designated persons (incl. directors) is prohibited |
| Ownership guidelines | Directors must hold 5× annual cash retainer within 5 years; Gupta not yet at threshold as of March 10, 2025; must retain 50% of after-tax vested shares until compliant |
Governance Assessment
- Committee roles and effectiveness: Dual service on Audit & Risk and Compensation aligns Gupta’s fintech/payments expertise with financial reporting, cyber risk, and pay practices; participation on Emerging Technologies Sub-Committee strengthens oversight of AI/cyber and digital strategy risks .
- Independence and attendance: Independent, with at least 75% attendance across Board/committee meetings and full annual meeting attendance in 2024—baseline engagement met .
- Alignment and incentives: Director pay is balanced with >50% equity via annually granted restricted stock and stock ownership guidelines; Gupta’s total 2024 pay of $195,000 (cash $75k; stock $120k) is in line with policy and peers on NBHC’s Board .
- Ownership and signals: Beneficial ownership is modest (~0.023%) with 1,795 unvested restricted shares; guideline shortfall is expected for a 2021 appointee and mitigated by mandatory 50% post-vest holding until compliant .
- Conflicts/related-party: No related-party transactions disclosed involving Gupta; Compensation Committee disclosed no Item 404 relationships; ordinary-course banking relationships for insiders are on market terms .
- Shareholder support: Strong re-election support at 2025 meeting (34.44M for; 166.5k withheld) and high say-on-pay approval (33.998M for) underpin investor confidence; Gupta co-signed the Compensation Committee’s disclosure letter .
Watchpoints / Red Flags
- Ownership guideline not yet met (five-year window in place; retention policy applies) .
- No options/PSUs for directors; alignment relies on time-based restricted stock—ensure continued compliance with retention and ownership requirements .
- Fintech external roles: Continue monitoring for any NBHC relationships with Dwolla/Digital Frontiers to ensure adherence to Related Person Transactions Policy; none disclosed to date .
Director Compensation Detail (2024)
| Metric | Value |
|---|---|
| Annual cash retainer | $75,000 |
| Annual equity grant (RS) | $120,000 grant date fair value; vests 50% at 180 days; 50% immediately preceding next annual meeting; grants made on annual meeting date |
| Total | $195,000 |
| Unvested RS at 12/31/2024 | 1,795 shares |
Committee Assignments
| Committee | Role | Notes |
|---|---|---|
| Audit & Risk | Member | Quarterly meetings; financial literacy required; cybersecurity oversight; Gupta on Emerging Technologies Sub-Committee |
| Compensation | Member | Oversees executive pay, equity plans, talent/succession; independent consultant Pay Governance supports committee |
| Emerging Technologies Sub-Committee | Member | Assists Audit & Risk on AI/cyber/emerging tech risk and strategy fit |
Shareholder Votes (2025 Annual Meeting)
| Proposal | Outcome | Votes For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Director election – Alka Gupta | Elected | 34,442,269 | 166,522 | — | 773,332 |
| Say-on-Pay (advisory) | Approved | 33,998,269 | 588,140 | 22,382 | 773,332 |
| Auditor ratification (KPMG 2025) | Approved | 35,095,102 | 272,801 | 14,220 | — |
Gupta signed the Compensation Committee letter in the proxy, indicating active engagement in pay-for-performance oversight .
Related-Party & Policy Controls
- Related Person Transactions Policy requires Nominating & Governance Committee approval/ratification; no member involved in reviewing a transaction where they are a related person .
- Insider Trading & Anti-Hedging/Pledging policies apply to directors; hedging/short sales prohibited; pledging prohibited for designated persons .
Equity Ownership Snapshot
| Item | Amount |
|---|---|
| Beneficial ownership (Gupta) | 8,739 shares; <1% |
| Shares outstanding base (for % calc) | 38,383,897 (incl. 289,792 unvested RS with voting rights) |
| Ownership % (computed) | ~0.0228% (8,739 ÷ 38,383,897) |
| Unvested RS (voting) | 1,795 shares |
| Ownership guideline status | Not yet at 5× retainer; 50% post-vest retention until compliant |